EFC to Convene Shareholder Meeting for Proposed Merger

The National Company Law Tribunal (NCLT) Mumbai Bench has directed EFC to convene a meeting of its equity shareholders within 90 days to consider and approve a proposed Scheme of Arrangement with Whitehills Interior Limited. The order, issued on August 11, 2025, outlines the steps for the amalgamation of Whitehills Interior Limited (transferor company) with EFC (transferee company) through a merger by absorption.

Key Details of the Merger

• The Boards of Directors of both companies approved the scheme on July 20, 2023, with an appointed date of April 1, 2023.
• EFC currently holds 51% of the issued and paid-up capital of Whitehills Interior Limited.
• Under the share exchange ratio, EFC will issue 385 fully paid-up equity shares of ₹2 each for every 1 fully paid-up equity share of ₹10 each held in Whitehills Interior Limited.
• Following a 1:1 bonus issue approved on February 12, 2025, the ratio was adjusted, resulting in the allotment of 3,77,30,000 equity shares to eligible shareholders (excluding shares held inter se).

Rationale for the Merger

The companies have cited several benefits for the proposed amalgamation:

1. Synergies and operational improvements
2. Cost savings and combined resources
3. Optimization of supply chain and distribution networks
4. Scale efficiencies in areas such as marketing
5. Better utilization of existing assets and infrastructure

NCLT Directives

The NCLT has:

1. Directed EFC to hold a meeting of equity shareholders via video conferencing within 90 days.
2. Dispensed with the requirement for meetings of Whitehills Interior's shareholders and unsecured creditors of both companies.
3. Appointed Ms. Gayatri Srinivasan Iyer as the Chairperson for the meeting, with Mr. Rajesh C. Vaishnav as an alternative.
4. Appointed Mr. Chirag Sachapara as the Scrutinizer for the meeting.

Financial Position

As of May 31, 2025:

Combined unsecured creditor liabilities: ₹782.25 crore (16.34% of EFC's net worth)

Next Steps

EFC is required to:

1. Send notices to shareholders at least 30 days before the meeting.
2. Publish advertisements in Financial Express (English) and Navrashtra (Marathi) newspapers.
3. Allow for remote e-voting and e-voting during the meeting.
4. File an affidavit of compliance at least 7 days before the meeting.
5. Submit a report of the meeting results to the Tribunal within 30 days.

The merger remains subject to shareholder approval and other regulatory clearances. EFC shareholders will have the opportunity to review and vote on the proposed scheme in the upcoming meeting.

EFC India Limited , a leading provider of managed office solutions and real estate services, has reported a stellar performance for the first quarter, with significant growth across all its business verticals.

Financial Highlights

• Revenue surged by 115% year-on-year to ₹220.00 crores
• Net profit soared by 196% to ₹47.00 crores
• EBITDA reached ₹102.00 crores, with margins improving by 110 basis points
• PAT margins jumped by 580 basis points

Business Segment Performance

EFC India operates through three main business verticals:

1. Managed Office Solutions

• Contributed 56% to revenue and 64% to profit before tax
• Expanded to 63,389 seats across 82 sites in 10 cities
• Maintained over 90% average occupancy

2. Design and Build Segment

• Accounted for 39% of revenue and 34% of profit before tax
• Secured new contracts, including a ₹100.00 crore interior fit-out project
• Won additional Passport Seva Kendra projects in Hyderabad

3. Furniture Manufacturing

• Contributed 5.8% to revenue and 2.3% to profit before tax
• Manufacturing capacity of ₹250.00-300.00 crores
• Order book of ₹22.00 crores at quarter-end

Operational Highlights

• The company plans to add 20,000-25,000 seats annually
• Exploring property acquisitions through various structures, including REITs
• Design and Build division designed over 5.2 lakh square feet of space since last quarter
• Furniture division shows substantial growth potential

Management Commentary

Umesh Kumar Sahay, Chairman and Managing Director of EFC India Limited, stated, "We have embarked on the new financial year with an encouraging set of results, which set us up for a strong swing for the rest of the year. Our efforts at offering comprehensive service as a real estate as a service company are bearing fruit."

Nikhil Bhuta, Whole-Time Director, added, "We are well positioned to deliver strong shareholder value on the back of our integrated business model strategy. We remain committed to performing and delivering in the best interest of our stakeholders."

Future Outlook

EFC India Limited remains focused on maximizing long-term shareholder value while pursuing future opportunities. The company's strategic vision, robust execution framework, and innovative approach position it well to shape the transformation of the sector as a real estate service provider.

With a strong balance sheet and a debt-equity ratio of less than 1:2.5, EFC India has significant leverage potential for future growth and acquisitions. The company is actively exploring opportunities to expand its asset base, including through structures like REITs, to increase its assets under management.

As EFC India Limited continues to grow across all its verticals, it remains committed to delivering consistent, sustainable performance and creating long-term value for its stakeholders in the dynamic and competitive real estate services market.